The Silent Attack
by CinemaPriate
Summary: When Will is kidnapped by Phobos, will the other guardians along with their friends be able to rescue her in time before she is drained of her power?
1. Chapter 1

**Disclaimer: I do not own W.I.T.C.H. **

**Authors Note: This is based on the USA cartoon version. I've mixed both season one and season two together. So please, enjoy.**

The town was quiet. No one seemed to be out. The only thing that appeared to be alive was a young red headed girl who flew quietly though the night. Her shimmering wings beat quickly to keep herself aloft as she scanned the ground below. Her name was Will Vandom. And she was the leader of the Guardians of the Vale.

Strands of her short red hair flew to the side, whipped back by the force of the wind as she made her rounds of the city. There was something evil in the air, and she didn't like it. She thought about calling the other guardians for back up, just in case, but she didn't see anything. I'll be fine. She thought to herself. All though Yan Lin had taught the guardians to go with their gut, Will didn't have an overwhelming sense of danger; Just the sense evil.

Will rounded the corner and flew on in silence for a few moments before she halted. She hovered in the air; the only sound was the gentle humming of her wings. She closed her eyes and listened. There was something there. And she didn't think it was a creature of the night looking for something to eat. Suddenly, out of no where, a great rush of wind headed straight for her followed by a giant tale. Will opened her eyes just in time to feel the massive tail slam into her, sending the guardian sailing though the air and down to the ground. She cried out as she tumbled into the grass. She quickly got back up and jumped into the air. Cedric. She thought. How did he get though the vale without anyone knowing? This was very befuddling, but Will didn't have time to dwell on the matter.

"The guardian." Cedric hissed as he slithered over the pavement towards Will. Cedric was a creature of Meridian. He was Phobos' right hand man and also a transformer. He could change his human shape into that of a huge snake. That was the form he possessed now. Cedric let out a might yell. In response, Will said to herself, "Well, if the other didn't' hear that, then they must be deaf." She chuckled then put on her game face. "What do you want Cedric?" Will yelled at the beast.

"That is none of your concern little guardian."

With a battle cry, Cedric lunged after Will. She evaded his attack by flying to the right then up and over. With quick reflexes, Will shot her lightning at Cedric. He held up his arms as a shield then swiped his tale at Will again. Will was ready this time. She quickly flew down and around going in between the loops that Cedric's body made.

Reaching the other side, she flew up to his eye level, but made sure to stay back. "Hey lizard boy!" She cried as she shot a few more bolts of electricity at him. Cedric cried out in pain. He slashed his tale at Will again. This time it was too quick for her to see coming. Will was sent hurtling backwards into a brick wall. Her back slammed into it followed by her head. She fell to the ground with a thud.

Lying on the ground limp, Will struggled back up. Her vision clouded slightly as she swayed on her feet. She took a week jump then flew back into the air. She was immediately met with another blow. This one stronger than the one before. She cried out as she was sent sailing though the air again. This time she hit the ground hard and was sent skidding across the pavement. Her head throbbed and her chest ached. Never had she felt such force come from Cedric before. Did he get like a mega upgrade or something? She thought to herself. Now would be a really good time for the other guardians to show up.

Once her head, for the most part, was cleared, she flew high into the air and out of Cedric's reach. She needed to find away to at least wound him some how since she was the only one. An idea came to mind. "Hey! Lizard boy!" She cried again at Cedric. He looked up and was soon blinded by a great flash of pink light. Will took this momentary distraction to fly back to the wall she had hit and use it was a weapon. The wall was part of an abandon house, so she didn't think anyone would miss it. With all the strength she had and the use lightning power, Will shoved the wall over and onto Cedric. He yelled out as Will flew back into the sky. "This isn't going to hold him for long. I need the other guardians."

Bring the crystal to her face to magnify her telepathy, she said quietly, "Guardians, I need you. Come to me, now."

******************

Down on the other side of town, four other girls with a young man sat around a dinner table. "I hope Will is alright. She should be back by now." Hay Lin fretted.

"I'm sure she's fine." Cornelia said. "She's tough. If she needed any help, she would have let us come with her."

"Oh… I just have a bad feeling about this." Hay Lin replied to Cornelia.

Taranee stood up suddenly. "What is it Taranee?" Irma asked.

"Did you hear that?"

"Hear what?" The young man, Caleb, asked.

"It sounded like someone was calling to me."

"You mean telepathically? But we didn't hear anything Taranee." Hay Lin said.

"Wait! Quiet. There it is again."

Everyone was silent as Taranee concentrated on her imaginary voice.

"Oh my gosh. It's Will!" She cried suddenly.

"What?" Cornelia said. She paused suddenly. "Oh my gosh, I hear her too."

"We all do." Iram said.

"Quick, she needs our help." Taranee said.

At once, all five of them rushed out of the dinner door and onto the deserted streets.

"Where is everyone?" Hay Lin asked as they all ran at top speed.

"This is eerily quiet." Caleb said.

"Do we even know where she is?" Cornelia asked.

"I think she's near the west end of town." Irma said.

Cornelia groaned. "That's like two blocks away."

"Stop complaining Corny, Will needs our help." Irma replied.

The girls and Caleb ran as quickly as they could. When they rounded the same corner Will had, what they saw surprised them greatly. Will was battling Cedric alone and it looked like she was badly injured. Will glanced over and saw her friends. She smiled as she tried reached for the heart of Kandrakar. Suddenly, she received a mighty blow sending her into another solid object. The blow was monstrous, leaving Will crumpled on the ground, still. "WILL!" Everyone cried. Cedric hissed as he slithered towards the girl's still body. But just as he was about to pick up her limp form, a blinding pink light sent him backwards. Quietly, Will had said, "Guardians, unite."

It was a light show; each girl was evolved into the color of her element. Irma into a dark blue; Taranee into orange; Cornelia into a green light, and finally Hay Lin into a light blue. The light surrounded them like cocoons as they transformed. Up in the air, the girls hovered over Cedric. Hay Lin cried, "Keep your grimy claws off her." All four guardians attacked. Caleb was about to join in when Cornelia called to him, "Get Will out of here." He nodded his head and raced towards her. He lifted her still body off the ground and slung her over his shoulder. He raced back the way they had come and found a safe place to hide with her. His mind screamed to him that he should help, but he couldn't leave Will alone.

Suddenly the battle was over. The guardians flew back to Caleb and Will. "Did you defeat him?" Caleb asked.

"No." Irma said. "He just left."

"Strange." Caleb said. "He must have been searching for something. But what?"

"It doesn't make any sense." Taranee said. "The way he was acting. I would have expected more from him or something."

"Well, whatever he was searching for, he will be back." Caleb said. "Come on, we need to get Will back to Yan Lin."


	2. Chapter 2

Hay Lin, Irma, Taranee, and Cornelia flew quickly to the Silver Dragon to wake Yan Lin. Caleb ran after them, Will cradled in his arms. Ever so often, he glanced down at her unmoving form. He was worried. They had fought Cedric many, many times before, but never had he seen a guardian receive a beating this bad. He ran faster, hoping that Yan Lin could help.

Everyone was crowded downstairs waiting for Caleb and Will, while the four other girls explained to Yan Lin what had conspired. She was worried too. Suddenly, Caleb came though the door.

"Caleb!" Cornelia said.

"Is Will alright? Has she woken up yet?" Hay Lin questioned.

"No. She's still unconscious. Her breathing is shallow too."

"Oh, this is serious." Yan Lin fretted. "Here," She said as she led Caleb to a cot. "Place her here. I will take a look at her."

Caleb placed Will gently on the cot and stood back as Yan Lin bent over her. The four other girls, along with Caleb and Blunk stood back quietly as they watched Yan Lin examine Will. An eternity seemed to pass. Hay Lin was nearly jumping up at down, burning to ask questions about Will's condition, but she held her tongue for fear of breaking the silence. Finally, Yan Lin spoke, "I have never seen a guardian receive such wounds like this before. Whatever Cedric was after, he doesn't want you guardians to find it. I'm assuming he was hoping to take Will out, our at least injure her enough to prevent you guys from following him."

"Oh my gosh!" Irma said. "That is horrible. Not unpredictable, but still, horrible." She shuttered.

"That is not all." Yan Lin continued. "She has several broken ribs, bruised bones, and cuts."

Everyone gasped wide eyed

"I will be able to heal her, but she will have some nasty bruises due to the broken ribs. The way in which they cracked caused some minor internal bleeding. But don't worry, she will be fine in the end."

"Oh, Cedric is so going to get it when we run into him next." Irma said.

"You all are welcome to stay, but it is going to take most of the night and some of the morning for me to heal her. " Looking at her granddaughter, Yan Lin continued, "Hay Lin, go call Ms. Vandom and tell her Will will be spending the weekend with us."

"Yes Grandma."

"The rest of you, make yourselves comfy."

Yan Lin worked though the night and into the morning. Thanks to some tricks she had learned when she was a guardian, and watching a lot of medical shows on T.V., she was able to heal Will. It was around 10 in the morning when she finally finished. She sat heavily in a chair and sighed. "I've done all that I can for her." She said as she closed her eyes. "I must go and get something to eat and rest. Will someone please stay with her?"

"I will." Taranee said.

"Someone should go and get Matt too." Cornelia said.

"I will." Irma offered.

The friends all dispersed in their different directions, Irma off to find Matt, Cornelia and Caleb to grab some breakfast for everyone, and Hay Lin with her grandmother, thus leaving Taranee to sit with Will.

***********

Matt came rushing though the door, followed quickly by Irma. "Will." He cried as he jumped down the last couple of steps and rushed to her side. Her chest rose and fell evenly as her eyelids fluttered rapid with movement of someone asleep. Matt's eyes ran up and down, looking at her still form lying on the cot. "Is she alright?" He asked, turning to Taranee.

"Yan Lin did all she could. She said Will had several broken ribs and some other injuries. But she was able to take care of the broken ribs. The most damaged part of her body are healed but there are going to be some nasty bruises."

Matt took Will's hands and held them gently in his. "Oh Will…" He said quietly.

"You'll be OK here?" Taranee asked.

"Yeah." He replied as he watched Taranee leave with Irma right behind.

****************

It wasn't until mid day when Will finally woke up. Her eye's opened slowly as Matt's face filled her vision. "Matt?" She said in a raspy voice. His face lit up as he cupped her face gently. "How are you feeling?"

She coughed and then struggled to sit up. She winced and gasped for breath. Matt helped her lay back down. "I guess I'm Ok. Everything hurts. A lot." She closed her eyes for a moment, steading her breathing then opened her eyes again and looked at Matt. "What exactly happened?" She asked.

"Well, from what Irma, Taranee, Hay Lin, Cornelia and Caleb said, you were fighting Cedric when he became too much for you and they came to your rescue. You took a pretty bad beating. You had a few broken ribs and some other injuries. Yan Lin patched you up saying you would be all right, but you would have some nasty bruises."

She sighed. Then her eyes grew wide. "Oh my gosh, what am I going to tell me mom?"

"Don't worry. Hay Lin called your mom saying that you would be staying the weekend with her." He smiled.

Will relaxed as she looked up at the ceiling drifting away in thought. Matt frowned. "Will," He said quietly. "Talk to me? What is it?"

She sighed before she began. "I've never felt so much anger come from him before. I was actually scared for my life. Like my powers were not enough to save me. I never felt some much anger and evil emit from one being before. Not even Phobos. I was scared that you guys wouldn't get to me in time."

Matt looked down at Will. A flood of emotions washed though him: concern, anger, fear, rage, love… He just couldn't settle on one yet. He was glad that Will was safe; he just couldn't stand seeing her like this. She seemed so vulnerable; like she could break at any moment. A few moments passed before she struggled up into a sitting position. "Come on, I want some food and I want to get way from the basement." She chuckled then winced at the pain it caused.

Matt stood up and to his place by her side, waiting to catch her if she fell. Will rose from the cot and stood still for a moment. It hurt to breath and move her upper body. So, taking a shaky breath, Will took a step forward then wobbled before she started to fall. Matt caught her and helped her stand up straight. She winced and coughed slightly as she fell into him. Matt tried to touch her gently, to inflict as little pain as possible, but he still winced as he watched her expression.  
"Man, I've got to come up with a good story this weekend to explain my condition or else my mom is going to flip." She laughed again, but it sounded more like a donkey braying. Matt cringed.

***************

The weekend passed uneventful. Will was able to walk on her own without much trouble. She still couldn't laugh much and the bruises that were on her body were ghastly. From her chest to her stomach and over her back were big patches of blue and black. It was truly a sickening site. She had to make sure her mom see; She would freak out.

The week rolled by and then the weekend came again. It was Friday night and the gang was once again at the Silver Dragon in the basement. They all sat in a circle discussing the events of the previous weekend. They were all puzzled about Cedric's actions and when he would strike again. But the biggest question was who or what was he after?

"We know it can't be Elyon because she's already been discovered. So who else could it be?" Cornelia stated.

They all sat in silence mulling things over in their minds.

"Maybe it's not a person, maybe it's an object of some sorts ." Hay Lin said.

"No news of a powerful weapon or object has reached the ears of the resistance." Caleb said.

"OK, so we can probably rule out a magical object," Matt said. "What's next on the list?"

"Well, we could got back to the idea of a person." Cornelia said. "Is there any news of a valuable being that could give Phobos power?"

Cornelia's words hung in the air as an idea suddenly came to Will and Matt at the same time. "I know." They said in unison. Will and Matt looked at each other while everyone looked at the couple. "You do? Who is he after?" Hay Lin asked. "Or what is he after?" It was a moment before Will broke the silence. "Me." She said quietly.

"What?" Irma said. "How do you know? What gives you that idea?"

"Think about it." Matt said, taking over the conversation. "We have something Phobos doesn't. The heart. He could become much more powerful if he was to capture Will and take the heart from her. No doubt destroying her in the process. It's the only explanation as to why Cedric was attacking so brutally. It was only a matter of time before Phobos resorted to this tactic and captures the bearer of the heart."

Everyone was quiet as they took it in.

"Wow." Irma said.

"But Phobos already tried to steal the heart. I thought he learned his lesson the first time." Cornelia said. "Why come after the heart again all of a sudden?"

"I don't know. What I do know is that there is nothing we can do about it. We can't take me away from the fight nor hide me. If we were to do so, you guys wouldn't have the power to fight off Phobos." Will said.

"The only thing he can do, since his plan here didn't work, is to draw you out some how. Maybe even all of you. Get rid of the guardians in one foul swoop." Caleb said.

"All we can do is be on our guard." Will said.

"And make sure that Cedric and Phobos don't get to you." Taranee added.

The group left the Silver Dragon and walked down a deserted street. Will hung in the back, thinking things over in her mind. Matt stayed behind with her to make sure she was OK. He held out his hand for her, but she was too deep in thought to notice. He sighed. "If it makes you feel better Will, I can stay outside you apartment until morning."

Will looked at him with a bright smile. "That is very kind of you Matt, but I don't think he'll do the same thing twice. Phobos is too smart for that. No, he'll draw us to Meridian and take us there. But we'll be ready for him. We know what his plan is, so that gives us the advantage."

Matt smiled at her. She smiled back and took his hand.

The group reached the corner where they would go their separate ways. Irma and Taranee went together while Hay Lin started back to her place. "Aren't you coming Caleb?" she asked. He shook his head. "No, there is something I want to take a look at first."

Hay Lin waved then went on her way home. Cornelia went to her home while Will and Matt began walking down the street towards Will's appartment with Caleb following behind.

"I thought you had something to look at Caleb?"

"I do. I want to take a look around Will's appartment and make sure that both of you are safe."

Will nodded as she continued walking. As she did, Will found herself leaning heavily on Matt, using his side for support. He let go of her hand and wrapped him arm around her shoulder, keeping her upright. The walk didn't take very long. They were nearly a block away when Caleb stopped. Will stopped too, suddenly aware that there was something different. Something was wrong. "You two stay here." Caleb said as he ran to the front and rounded the corner. Will grasped for the heart of Kandrakar around her neck while Matt held her tightly, ready to phase into Shagon if he needed to.

Caleb came back and smiled. "It's alright. Nothing up there." Will let go of her necklace as they continued walking, still clinging to Matt tightly. "Something still seems off." She said quietly to him. "I don't like it."

"Don't worry. You have Caleb and me to protect you."

She continued walking, without a response.

They were half a block from Will's house when it happened. Out of no where, Matt and Will found themselves flying backwards while Caleb was flung to the side. "Will!" Matt cried as he hopped up and ran to her. She lay crumpled on the ground. She struggled to sit up, clutching her side as she did so. A might blow had landed against her chest, hitting her weakest and painful part of her body. Grasping the heart she cried, "Guardian, unite, me." Brilliant light filled the air as Will transformed into her Guardian form. Matt phased into Shagon and Caleb recovered and held his sword at the ready. Will flew into the air, unable to fight as she watched Caleb and Matt battle Cedric. She was greatly confused. Caleb said that the coast was clear. Maybe after they had left, a fold was made.

She hovered in the air, watching the battle unfold below. She was so transfixed that she barely heard when Caleb cried out, "Will! Look out!" She twirled around, just in time to see one of Phobos' men jump from a nearby building. She cried out as they both tumbled to the ground. Will flapped her wings as quickly as she could to help slow their decent, but they still hit the ground hard. She winced as she struggled to sit back up, but the army man was too quick for her. He bound her ankles and wrists as he slung her over his shoulder and made his way back to the fold. "MATT! CALEB!" She cried out. They both pivoted around and ran towards the guard. Matt shot his laser vision at the guard and watched him tumbled to the ground. Will whimpered as the weight of the guard landed on top of her. She struggled to get away, but Cedric was too quick. He grabbed Will with his tale and shoved the two boys out of the way. Then they were gone. Back into the fold.

"WILL!" Matt cried as he flew to the place where the fold had been. He banged his fists against the wall sending little flecks of brick down to the ground. He yelled in anger. Phasing back into his human form, he turned to Caleb. "We have to go after her!" He cried point to where the fold had been.

"I know. But we need the other guardians and Blunk."

"But how are we supposed to fight? With Will gone, the others can't transform."

"We'll manage. They can still use their power and you can phase to Shagon. We'll just be at a little of a disadvantage. We need to get her back now. Phobos is going to drain the heart's power. Along with that, her power will be drained from her as well."

Matt looked at Caleb with wide eyes.

"Taking Will with him." Caleb said quietly.

**Author's Note: I hope you guys like it so far; This is my first W.I.T.C.H. fanfic. Please tell me what you think. I value your input!**


	3. Chapter 3

Will was tossed into a cylinder shaped room. She skidded across the floor and came to a halt near the rooms center. She didn't bother to move or fly away. What was the point? Will shifted her head around and moved her choppy red hair to look about the room. It was tall, dark, damp and reeked of death and despair. It made her shutter. The stone walls went on forever, rising up into the rafters and beyond. The word 'bottomless' came to mind. Water leaked from an underground river that ran beneath the prison, soddening the stone floor. As the lyerdians who had tossed her in the prison surrounded her, Will didn't bother to fight against rough and calloused hands they laid upon her as they shackled her wrists in chains. The lead lyerdian walked over to a wall and pulled a leaver, causing the chains to rise up. Will's arms followed, giving her the appearance of a scarecrow. Suddenly, her legs buckled beneath her and she rested on her knees. An overwhelming sense of despair arose in her. People died down there. She was helpless and weak. She was going to die.

About half way up the wall, there was a lantern suspended in the middle of the cylinder prison, held only by a chain. It gave off such a faint glow that Will was only able to see things at eye level. Her head hung forward as the lyerdains left, leaving Will all on her own. A shiver went though her body. Once, a few years ago, she had been captured by Phobos, but she wasn't alone then. Now she was. She was alone, weak, and too broken to fight. She sighed. She just hoped her friends could get to her before Phobos got what he had captured her for.

****************

"What?!?! You just let them capture her?" Cornelia yelled at Caleb and Matt

"No. They surprised us. Will was still to weak to put up a worthy fight. The guard jumped from a building and tackled her to the ground. She tried to fight back, but Cedric got to her before we could." Caleb explained.

"Well, we have to go after, now." Cornelia continued.

"I know. But first we need to gather some supplies. We can't rely on brute force alone; We need to use stealth. With Will captured, you guys can't transform, thus putting us at a disadvantage."

Yan Lin descended the stairs quietly and piped in. "I have some weapons upstairs in the attic you can use. They will aid you in your rescue."

"Thanks Grandma." Hay Lin said.

"Right then, lets go." Matt said, as they all trooped upstairs to the attic where weapons and transportation awaited them.

***************

Hours passed in the cell which Will was trapped. In those hours, she had been calling verbally and mental to her friends. She assumed with the lack of reply that their telepathy didn't reach across different worlds. All the while, a sickening filling had been rising in her. She knew he friends could and would save her. But, would they get there in time? She shuttered at the thought.

Metal clanked against stone. An iron grate was lifted from the only entrance and exit of the prison cell. Will lifted her head, knowing who was coming down. Phobos. A wicked smile lit his face as he reached the bottom of the cell with a guard behind him. "After all this time, I finally have you. And I have the heart as well." He chuckled. "This is wonderful." He beamed down at Will. "I guess you can figure out why you are here guardian. I am going drain you of your precious power Will, and you will be left lifeless. But that is only if you are lucky. For your sake, I hope when I drain your power and that of the heart, you have a quick demise. It will save you the agony of living in this retched place." He chuckled again. "Good bye guardian. It was a pleasure fighting with you. But now, I take control and I win." He smiled again as he lifted his hands into the air. White lightning with a slight hint of purple shot from his hands and up into the rafters. With a sound of thunder, deep purple light fell from the heavens and evolved Will in the center. And evil laugh came forth from Phobos as Will was levitated into the air. The necklace from around her neck lifted away from her chest and into the air with Will's upper body following. Her back arched as the heart of Kandrakar became the center of attention. Will let out of cry of pain as the purple light penetrated the heart of Kandrakar and into her being.

***************

The little band of warriors walked across the land of Meridian. Blunk had managed to create a fold about one mile away from the castle. It was close enough so they didn't have to walk too far, yet far enough away that they would not be spotted. The sky was dark as always and the surrounding area was silent. It was unnerving. Up above, Matt had phased to Shagon and was silently flying ahead. He had volunteered to be their designated look out and scout.

The group had been walking for about an hour (due to the rough terrain) before Taranee stopped. She leaned against a nearby tree and placed a hand on her head. She winced as she took a few deep breaths. "What wrong Taranee?" Irma asked.

"It's Will." She said.

"What happened?"

"I don't know exactly. But whatever it is, she is in excruciating pain."

"Can we move any faster?" Irma cried as she began walking again. "Will doesn't have much time."

The others didn't move from their spot. They all stared at Irma.

"What?" She said again, confused as to why they didn't move. Then, her mouth opened, taking the form of an O as she watched her friends flicker from their human form to guardian form. She then looked down at herself.

"What's going on?" Hay Lin asked as they continued to jump back and forth.

"I think it's the heart." Cornelia said. "With Phobos draining the heart's power, it's causing us to shimmer."

The friends began walking again.

"We have to get to Will soon." Caleb said. "Phobos has already begun."

*****************

Will's body twitched this way and that as the power slowly began to fade from her body. Already she was flashing between her guardian and human form. In just a short while, she would cease to exist. In the distance, through ringing ears, she could hear Phobos laughing. She cringed at the sound. It was horrible screeching music to her ears. Will also heard something else. A distant voice calling to her. She was fearful at first, thinking it might be the light at the end of the tunnel. No, it was something else. Will let her mind follow the voice. Her mind drifted into limbo as her mind filed with a soft pink mist. Will opened her eyes. She was in her guardian form, standing in the central hall of Kandrakar. She looked around confused. "What am I doing here?"

Out of no where, Luba appeared. "Hello Will."

"Luba." She exclaimed. "What's going on?"

"You consciousness has entered the heart of Kandrakar to protect it from Phobos. It is a precaution, of a sort."

"But that doesn't make any sense Luba. Phobos is trying to drain the heart."

"That is true, but the heart has a fail safe. It will protect you."

"OK." She said, doubtful. But who knew? It could work.

"I must go now Will."

"Wai...."

With that, Luna vanished into thin air.

Will hunched her shoulders forward and sighed heavily as stands of her read hair flew upwards. "Great. Just great." She said quietly to herself. "Once again, I am left with as little information as possible." She groaned and began walking around the deserted halls. There was no on there. "Hello?" She called out. Her voice echoed back to her "This has got to be a figment of my imagination." Will said to herself. "If I was truly in the real Kandrakar, there would be others about... Maybe..." She sighed as she sat on the steps. "What am I supposed to do now? I can't fight from in here when the battle is out there."

Silence filled the air as Will thought. Truly, there was nothing she could do. She was helpless once again. "At least my consciousness is safe." She gave a half hearted laugh. "Yeah, right." She said quietly. Then, ever so quietly, she heard someone else calling her name. Will looked around. Then she realized it was Taranee. "Taranee?" She called out. "I'm safe." She paused for a moment before she quickly added, "OK, bad choice of words. Um... I'm trapped inside the heart of Kandrakar. I guess you could say." Will was silent as Taranee said they were now inside the castle. Will sighed in relief. But it quickly vanished as the light in the room grew darker. Time was almost up. Safe guard or not, Will had the uneasy feeling that she would soon be gone. Forever.

The other guardians quickly found where Will was being held. Standing just above the single opening, they all caught their breath when they saw Phobos down in the pit with Will. The sight of their friend was enough to want to make anyone vomit. It was truly a sickening sight.

"We need to make a diversion." Caleb said.

"Good idea." Blunk said. "But Blunk not diversion this time. Caleb be diversion."

"Don't worry Blunk, Matt and I will create a diversion while the other guardians rescue Will.

While the boys had been having their conversation, the girls continued glanced down in horror. Their friend was suspended in the air, suffering excruciating pain and dying, most likely. Hay Lin's eyes watered. She wanted to cry. But she bit her lip, forcing her sorrow down and her anger and courage to come forward. "Phobos is so going pay." She said, anger and venom dripping from her voice. Suddenly, Matt was beside her. He had prolonged his conversation with Caleb as long as possible, hoping to avoid looking down at Will. But he couldn't avoid it any longer. A wave of emotions washed over him as he saw his girlfriend suspended in the air and in pain. His knuckles turned white as he gripped the side of the rock face.

"Alright, let's go." Caleb said as he stood up and pushed Matt off the side. Matt yelled and fell though the air, coarse stones rushing up to meet him. Phobos looked up at the human boy falling from the sky. He cried out in surprise and anger. Then, at the last moment, Matt phased to Shagon and shot his laser vision Phobos. Moments later, Caleb made his move. Soon, all three men were engaged in battle.

The four other guardians, with Blunk, made their way down into the pit, careful to avoid Phobos' attention. They descended the steps quickly then stepped quietly on the ground near their friend, trying to think of what to do. "How are we supposed to get her down from there?" Cornelia asked.

"I have an idea." Taranee said as she shot two fire balls at the chains. It did nothing.

"Hay Lin, lets freeze them." Irma said as a fountain of water shot from her hands and at the chains. Taking a deep breath, Hay Lin blew freezing cold air. It clashed against Irma's fountain creating a thick layer of ice on the chains. Soon, a cracking sound came from above.

"Quick, Cornelia, see if you can though a rock at it or something.

"Earth!" Cornelia said quickly as she levitated rocks from the ground and hurled them at the chains. The left one broke, but the right one didn't budge.

"Oh, come on. Hurry, hurry." Hay Lin said.

"Blunk, make us a fold back to HQ."  Irma commanded

"Yes funny girl." He replied to Irma as he scampered away to the far wall and created a fold.  Phobos was so wrapped up in his fight with the Earth boy and rebal leader that it wasn't till the fold was created that he noticed the others trying to capture Will. "NO!" He cried as she shot lightning at the four girls. It was a mistake. The left over energy from his lightning went toward the chain, snapping it and cutting the purple light off. Will began to fall. Matt flew and caught her just before she hit the ground. The rest of the group rushed towards the fold. "Come on Caleb." Cornelia cried.

"I'm coming." He said. With Phobos momentarily distracted, he picked up one of the discarded rocks and threw it as hard as he could. There was a clanging sound as a purple orb fell from the sky. He jumped up to catch in and disappeared into the fold. "Close it, now!" Caleb cried as he tumbled though. The fold closed and everyone took a few moments to breath. Matt phased back to his human self and held Will gingerly in his arms. Her body was limp as Matt cradled her to his body. Caleb rushed upstairs to get Yan Lin. Once they were back, Matt placed Will on the cot gently and sat by her side. Yan Lin came over and asked, "What has happened?"

"Will said she was trapped inside the heart of Kandrakar. Well, at least her consciousness is." Taranee said.

"This is very interesting. I fear that with the power of Kandrakar out here in Caleb's hands, and Will trapped in a holding place of the heart, she may very well be lost to us. Forever."

In unison, the girls cried out No along with the guys.

"Well how to we get her back?" Matt cried.

"The only way is to replace the power of the heart back into its holding place. You could say a fair exchange. The power, for Will."

"So, how do we get the power back into the heart?" Caleb asked.

"I do not know. You will have to figure that out on your own."  With that, Yan Lin left, leaving the others to think of a solution to their problem.

**Author's Note: Here is the third installment. I hope you enjoy and it leaves you on the edge of your seats. =) Don't forget to tell me what you think.**


	4. Chapter 4

Two days passed and Will slowly began to slip away. Everyone fretted over what to do, but no one had any idea how put the power back into the heart. The elders at Kandrakar were unhelpful and so was the mage. It appeared that no one had ever heard of this happening before and were unsure of what to do. It was late Thursday night; The others had gone home or to bed while Matt stayed with Will. He spent every waking moment he could with her. In his left hand he held the purple orb that contained the power of the heart. In his right, he held Will's hand. His thumb ran gently back and forth, her skin cool to the touch. The only sign that she was alive as the automatic method of breathing.

The night drew on and Matt slowly drifted into sleep. He often spent sleepless nights by her side. Finally, it was becoming too much and he had to get some sleep. Matt slouched back in his chair as he fell asleep. He rest was plagued of images of Will fighting Cedric and Phobos. Then, his mind flashed to when she had been suspended in the air, her body appearing lifeless. A slight tremor went though his body. Then, his surroundings changed in his dream. He was in a dimly lit room with air that had slight tinge of decomposition. It was stuffy in the room and not much to it. With what little light there was, Matt manage to find out where he was. Kandrakar. His heart raced at the thought. He was in Kandrakar with Will. "Will!" He cried out suddenly as he walked around. In the distance there was a slight shuffling sounds and a croaking voice. "Matt? Is that you?" Matt rushed over till he found Will. She lay on the ground in the fetal position, rocking back and forth. He took her in his arms and cradled her to his chest. "Am I dreaming?" She asked.

"No, I think I am. But I think I really am here with you." Matt smiled. Will tried to return the smile, but she was too weak.

"Did you bring any food?" She asked.

Matt laughed. "No, sorry. I didn't think about food when I feel asleep. I was thinking more of your well being."

Will lifted up her hand weakly and stroked his cheek." I'm glad I got to see you one last time Matt. I wish I could have seen the others."

"Don't talk like that Will. You'll be fine. I'll get you out of here."

"How?"

"I don't know yet."

She chuckled. "Oh Matt." Her hand fell back to her lap as she leaned her head against his chest. In the distance, there was a faint calling. Matt looked up alarmed. It was Caleb and the others, coming down to check on Will.

"No!" He said worriedly. He knew that they would shake him awake and he would be taken from Will. He had to save her.

"Aw, look at that. It's so sweet." Hay Lin commented as she came down the stairs, seeing Matt with Will.

"I guess we should wake him." Cornelia said. She bent down and gently shook Matt. It was a few moments before he stirred. Then, out of no where, an angry 'no' came from his lips. Everyone took a step back.

"Matt! What was that for?" Cornelia cried.

"I was this close to saving her." He pinched his fingers close together with only a small space between them.

"How?" Irma asked.

"I was in Kandrakar with her. I was in the same place she was. She hasn't got much time left. It's really dark there and she can hardly move."

"Oh my gosh!" Taranee exclaimed

Matt slumped to the floor and hung his head in his hands. "I don't know what to." He said wearily. A few moments of silence passed before his head shot back up. "Where did the orb go?" He asked. Everyone began looking around. His eyes became wide as a sudden thought hit. "I might have saved her after all." He said happily.

"How?" Caleb asked.

"When I fell asleep I had the orb in my hand. I'm pretty sure it came with me into Kandrakar."

Everyone was silent for a moment. "Do you thing it could still be in there?" Cornelia asked, hopeful.

"I don't know." Matt replied. "But it is a strong possibility."

"So what are we supposed to do now?" Irma asked

"All we can do; Hope and pray." Caleb said. With Caleb's statement hanging in the air, everyone sat down and waited.

Will crawled till she was against the wall and propped herself up. Her breathing was ragged. Matt was suddenly gone, drawn back to the conscious world while she was left there, in the imaginary Kandrakar. The lights were so dim now that she could barely see her hands in front of her face. The entire structure of the building began to crumble, sending great boulders down around her. Fear began to grip Will. This was going to be it. She was going to die here, alone. Tears began flow from her eyes. Suddenly, there a multitude of sound. Will titled her head up to see where it was coming from. She was befuddled. It was coming from everywhere. The building continued to crumble down, making sounds like thunder. But she couldn't place where the other sounds were coming from. "Well, I guess this is my time then." She paused. "I love you more than anything Matt. I love you all, Irma, Taranee, Cornelia, Hay Lin, Blunk and Caleb… And you too mom." Slowly, her vision began to blur. It started on the edge of her vision and slowly made its way until there was only a tiny bit left of her sight. As it finally clouded over her, her eyes closed and she slumped against the wall. But at that precise moment, a purple orb came rolling towards her and rested against her hand. Her open palm rested against it and cast her limp body it its light. Her eyes flashed opened suddenly and a scream ripped from her lips. One moment she was looking into darkness of a deserted city then she was looking up into the face of Matt. His eyes were wide with fright as he watched Will sit bolt upright and cry out. She finally managed to shut her lips as she sat there trying to calm herself. She didn't know what to feel. She was terrified, in pain, and confused. She just wanted to cry. Matt, finally getting over his shock grasped Will tightly in his arms. Her body shook with tremors as she clung to Matt. Her breathing was ragged. Her fingers curled tightly around his purple sweatshirt, making her knuckles white. The sudden rush of power and coming back from the almost dead could be a real shocker on the system. The body almost couldn't handle it.

Everyone was silent in the room afraid to speak, thinking that they might break the spell that had brought Will back to them. Finally, Will managed to pull away and look at Matt. "Thank you." She said quietly. He nodded his head. Then she turned to the rest of them. "Thank you to all of you. I would have been dead if you guys hadn't rescued me." A slightly awkward silence filled the room.

"What exactly just happened Will?" Caleb asked.

Will, released her grasp from Matt, but was still close to him, his arms wrapped around her body in hopes of keeping her tremors down.

"Well," She began. "Like I told Taranee, the heart made a safe heaven for my consciousness. But, with the incredible decreasing of power, the failsafe began to fail. Kind of ironic isn't it?" She chuckled. "Anyway, I slowly began to slip away. Phobos had depleted nearly all of the hearts power; It was left with only a fraction. But thanks to Matt, after he vanished, a purple orb rolled against my hand and I managed to grab it. Then, all of the power rushed back into the heart and my system. And coming back from the near dead so suddenly was a factor too." She chuckled again.

"We thought we lost you Will." Hay Lin said as she rushed forward and grasped her in a hug.

Soon, the rest of the girls were around Will giving her a hug. Caleb stood back, debating if he should join in. He wasn't a big fan of group hugs, but he wanted to make sure Will was OK and to welcome her back. Suddenly, he was gripped by the front of his shirt and brought into the hug. He smiled to himself slightly then wrapped his arms around the girls. "Thank you guys. I thought I was lost too." She chuckled slightly then looked up at all her friends as they took a few steps back. "I don't know if I can every thank all of you enough for staying with me and trying everything to make sure that I was alright and that I came back alive."

"Aw, it was nothing." Irma said. "You would have done the same thing for anyone of us."

Will grind slightly then closed her eyes. She took a deep breath and said, "If you don't mind, I need to rest for a bit."

"We'll be right upstairs if you need us Will." Cornelia said as they all trotted upstairs.

"Oh, wait a minute." Will said. They all turned around and looked at her curiously. Will brought out the heart and transformed the girls back into their human form.

"Thanks Will."

She smiled at them and then placed the heart back under her shirt. The girls and Caleb left the room. Matt heaved himself off the cot and started for the door. Will grasped his hand, wanting him to stay. "Matt." She said quietly. He turned around and looked down at her.

"Yeah." Will was silent for a moment. So much gratitude filled her for what Matt had done, that he would stay with her until she had died. That he had done everything he could to save her… No words could ever express to him what he meant to her. "Oh Matt." She said finally as she stood up and fell into his arms. Her thin arms wrapped around him tightly embracing him in a hug. He wrapped his arms around her too, tightly holding her to his chest. Will began to cry. The two of them stood there for a long moment. Suddenly, Will's legs gave out and she began to fall. Matt caught her and set her down on the cot. "OK there Will?"

She chuckled. "Yeah, I guess I'm just really weak. Ironic, huh?"

Matt laughed lightly. "Yeah, ironic."

Will lay down and looked up at Matt. Her eye lids began to droop. She was exhausted. Matt was about to leave when she called out softly. "Matt, please don't leave me? Please, stay with me." Her ember eyes looked at him. They were filled with longing and fear. She didn't want to be alone. Not now. Not after what she had just been though.

"Alright." He said with a smile as he pulled up a chair and sat beside her. He took her hand and held it tightly with both of his. "I wont leave you."

And with that, Will fell into a peaceful slumber, safe once more in the conscious realm.


End file.
